Debt and Credit Arrangements

Long-Term Debt

A summary of the carrying amounts and fair values of our long-term debt is listed below.



	Effective Interest Rate		March 31, 2012				December 31, 2011
	Effective Interest Rate		Book Value		Fair Value ¹		Book Value		Fair Value
6.25% Senior Unsecured Notes due 2014 (less unamortized discount of $0.3)	6.29	%	$	353.9	$	382.4	$	354.3	$	374.5
10.00% Senior Unsecured Notes due 2017 (less unamortized discount of $9.1)	10.38	%	590.9		688.5		590.6		690.0
4.00% Senior Notes due 2022 (less unamortized discount of $3.1)	4.13	%	246.9		245.0		0.0		0.0
4.75% Convertible Senior Notes due 2023 (plus unamortized premium of $2.2)	3.50	%	202.2		226.5		202.7		220.5
4.25% Convertible Senior Notes due 2023			0.0		0.0		403.0		405.5
Other notes payable and capitalized leases			65.6		64.5		65.1
Total long-term debt			1,459.5				1,615.7
Less: current portion ²			219.8				404.8
Long-term debt, excluding current portion			$	1,239.7			$	1,210.9


¹	See Note 10 for information on the fair value measurement of our long-term debt.

On March 15, 2013, holders of our 4.75% Convertible Senior Notes due 2023 (the “4.75% Notes”) may require us to repurchase their notes for cash at par and as such, we included these notes in the current portion of long-term debt on our March 31, 2012 unaudited Consolidated Balance Sheet. The 4.75% Notes are redeemable in whole or in part at our option beginning March 15, 2013. Any 4.75% Notes not repurchased on March 15, 2013 and not called for redemption by us will be reclassified to long-term debt. On March 15, 2012, holders of our 4.25% Convertible Senior Notes due 2023 (the “4.25% Notes”) could have required us to repurchase their notes for cash at par and therefore, we included these notes in the current portion of long-term debt on our December 31, 2011 Consolidated Balance Sheet.

Debt Transactions

4.00% Senior Notes due 2022

In March 2012, we issued $250.0 in aggregate principal amount of 4.00% Senior Notes due 2022 (the "4.00% Notes") at a discount to par. As a result, the 4.00% Notes were reflected on our unaudited Consolidated Balance Sheet at a fair value of $246.8 at issuance. The discount of $3.2 is amortized through the maturity date of March 15, 2022. Interest is payable semi-annually in arrears on March 15^th and September 15^th of each year, commencing on September 15, 2012. Capitalized direct fees, including commissions and offering expenses, of $2.5 related to the issuance of the 4.00% Notes are amortized in interest expense through the maturity date. Consistent with our other debt securities, the 4.00% Notes include covenants that, among other things, limit our liens and the liens of certain of our consolidated subsidiaries, but do not require us to maintain any financial ratios or specified levels of net worth or liquidity. We used the proceeds to repurchase and redeem our 4.25% Notes as described below.

At any time, at our option, we may redeem all or some of the 4.00% Notes at the greater of the principal amount and a "make-whole" amount, plus, in either case, accrued and unpaid interest to the date of redemption. If we experience a change of control event, we must offer to repurchase the 4.00% Notes in cash at a price equal to not less than 101% of the aggregate principal amount of the 4.00% Notes, plus accrued and unpaid interest to the date of repurchase.

4.25% Convertible Senior Notes due 2023

In March 2012, we retired $400.0 in aggregate principal amount of our 4.25% Notes through redemption, repurchases and conversions into Interpublic common stock. Of the amount retired, $399.6 in aggregate principal amount was redeemed or repurchased at par plus accrued interest of $0.5 for cash. The remaining $0.4 in aggregate principal amount of our 4.25% Notes was converted, at the election of the 4.25% Note holders, into Interpublic common stock at a conversion rate of 82.4612 shares (actual number) per $1,000 (actual number) principal amount of the 4.25% Notes, or approximately 30,000 shares (actual number). The retirement of our 4.25% Notes will eliminate approximately 33.0 shares of common stock from our eligible diluted share count.

Interest Rate Swaps

We enter into interest rate swaps to manage our exposure to changes in interest rates. In the first quarter of 2012, we entered into forward-starting interest rate swap agreements with an aggregate notional amount of $175.0 to effectively lock in the benchmark rate for a forecasted issuance of debt expected to occur prior to December 31, 2013. These swaps qualify for hedge accounting as cash flow hedges, as such, the effective portion of gains or losses on the swaps are recorded as other comprehensive income and recognized in earnings over the life of the related debt issuance or when the hedged transaction is determined to be ineffective.

The fair value of our interest rate swap agreements and the impact on other comprehensive income and earnings related to our interest rate swap agreements are as follows:



Fair Value of Derivatives
	March 31, 2012			Balance Sheet Classification
Derivative liabilities
Interest rate swap agreements	$	2.8		Non-current liabilities

Impact on Other Comprehensive Income and Earnings
	Three months ended March 31, 2012
	Loss recognized in OCI (effective portion)			Gain (loss) recognized in earnings (ineffective portion)
Derivative liabilities
Interest rate swap agreements	$	(2.8	)	$	0.0

Credit Facilities

We maintain a committed corporate credit facility to increase our financial flexibility (the "Credit Agreement"). The Credit Agreement is a revolving facility expiring in May 2016, under which amounts borrowed by us or any of our subsidiaries designated under the Credit Agreement may be repaid and reborrowed, subject to an aggregate lending limit of $1,000.0 or the equivalent in other currencies. The aggregate available amount of letters of credit outstanding may decrease or increase, subject to a sublimit on letters of credit of $200.0 or the equivalent in other currencies. Our obligations under the Credit Agreement are unsecured.

We were in compliance with all of our covenants in the Credit Agreement as of March 31, 2012.